Quarterly report pursuant to Section 13 or 15(d)

SHARE BASED COMPENSATION

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SHARE BASED COMPENSATION
9 Months Ended
Sep. 30, 2022
SHARE BASED COMPENSATION  
SHARE BASED COMPENSATION

NOTE 17. SHARE-BASED COMPENSATION

In 2015, the Company’s Board of Directors adopted, and stockholders approved, the Journey Medical 2015 Stock Plan (the “Plan”) authorizing the Company to grant up to 4,642,857 shares of Common Stock to eligible employees, directors, and consultants in the form of restricted stock, restricted stock units (“RSUs”), stock options and other types of grants. The amount, terms, and exercisability provisions of grants are determined by the Board of Directors. At the Company’s 2022 Annual Meeting, held on June 21, 2022, the Company’s stockholders approved, among other matters, an amendment to the Plan to increase the number of shares of Common Stock issuable under the Plan by 3,000,000 to 7,642,857. As of September 30, 2022, 1,142,620 shares were available for issuance under the Plan.

Total compensation cost charged against operations related to the above plan for the three-month periods ended September 30, 2022 and 2021 was $1.4 million and $7,810, respectively. Total compensation cost charged against operations related to the above plan for the nine-month periods ended September 30, 2022 and 2021 was $3.0 million and $40,316, respectively. The following table summarizes the components of share-based compensation expense in the consolidated statements of operations for the three and nine-month periods ended September 30, 2022 and 2021:

    

Three-Month Periods Ended

    

Nine-Month Periods Ended

September 30,

September 30,

($'s in thousands)

    

2022

    

2021

    

2022

    

2021

Research and development

$

34

$

$

34

$

Selling, general and administrative

 

1,404

 

8

 

2,951

 

41

Total non-cash compensation expense related to share-based compensation included in operating expense

$

1,438

$

8

$

2,985

$

41

Stock Options

The following table summarizes the Company’s stock option activities:

Weighted

    

    

Weighted

    

    

 average

Number

 average

 Aggregate

remaining

of

exercise

intrinsic

contractual 

    

Shares

    

 price

    

 value

    

life (years)

Outstanding options at December 31, 2021

2,104,334

$

0.79

$

9,661,393

4.68

Granted

1,079,000

3.65

9.76

Exercised

(155,649)

1.01

225,069

Forfeited

(71,500)

1.39

19,795

Expired

(9,685)

1.39

10,362

Outstanding options at September 30, 2022

 

2,946,500

$

0.78

$

3,272,210

 

5.80

Options vested and exercisable at September 30, 2022

 

1,907,500

$

0.76

$

3,244,800

 

3.69

For the three-month period ended September 30, 2022, the Company issued 22,500 shares of Common Stock upon the exercise of outstanding stock options and received proceeds of $31,275. For the three-month period ended September 30, 2021, the Company did not issue any shares of Common Stock upon the exercise of outstanding stock options. For the nine-month periods ended September 30, 2022 and 2021, the Company issued 155,649 and 10,000 shares, respectively, of Common Stock upon the exercise of outstanding stock options and received proceeds of $142,330 and $6,800, respectively. For the three-month periods ended September 30, 2022 and 2021, approximately $0.4 million and $7,811, respectively, of stock option compensation cost was charged against operations. For the nine-month periods ended September 30, 2022 and 2021, approximately $0.4 million and $40,316, respectively, of stock option compensation cost was charged against operations. As of September 30, 2022, the Company had unrecognized stock-based compensation expense related to all unvested options of $2.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.5 years.

Restricted Stock Units

For the three and nine-month periods ended September 30, 2022, the Company issued 63,666 and 170,666 shares of Common Stock, respectively, upon the vesting of RSU’s amounting to $235,239 and $628,039, respectively, in total aggregate fair market value. The Company did not issue any shares of Common Stock upon the vesting of RSU’s for the three and nine-month periods ended September 30, 2021. For the three and nine-month periods ended September 30, 2022, approximately $1.1 million and $2.6 million, respectively, of RSU compensation cost was charged against operations. For the three and nine-month periods ending September 30, 2021, zero cost for RSU compensation was charged against operations as the unvested RSUs for these periods contingently vested upon the Company’s IPO on November 12, 2021. The Company charged $2.4 million against operations relating to the vesting of these awards in the fourth quarter of 2021. At September 30, 2022, approximately 2,401,589 of RSU’s remained unvested and there was approximately $6.0 million of unrecognized compensation cost related to RSUs, which the Company expects to recognize over a weighted-average period of approximately 2.0 years.

The following table summarizes the activity related to the Company’s RSUs for the nine-month period ended September 30, 2022:

    

Weighted

average

Number of

grant date

    

units

    

Fair value

Unvested balance at December 31, 2021

 

715,030

$

4.12

Granted

 

1,907,225

 

4.10

Vested

(170,666)

4.32

Forfeited

(50,000)

5.02

Unvested balance at September 30, 2022

2,401,589

$

4.07